[INTRODUCTION 1 PART I 3 Item 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Company 27 Item 5. Operating and Financial Review and Prospects 43 Item 6. Directors, Senior Management and Employees 58 Item 7. Major Shareholder and Related Party Transactions] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Game Software License Agreement This Agreement is entered into on September 30, 2009 by and between: Party A: Beijing Gamease Age Digital Technology Co., Ltd. Address: Flr. 2-5, East Wing, Jingyan Hotel, #29 Shijingshan Road, Shijingshan District, Beijing Contact Person: Fang] [Contract No: Y853623 Commercial Property Advance Sale Contract Beijing Yinhe Wanda Real Estate Co., Ltd. Seller: Buyer: Jing-Fang-Shou-Zheng (2008) 59 Advance Sale Permit No: Beijing Shijingshan Wanda Plaza [Room 601, Floor 5, Office Building A, Commercial and Financial Project under Phase II of Lugu Yinhe Business Zone in Shijingshan District] Property Location: 1 Instructions 1. This contract is a sample] [• Changyou.com (HK) Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC. • • Changyou.com (UK) Co., Ltd., incorporated in the United Kingdom. • Changyou My Sdn.Bhd, incorporated in Malaysia. • Changyou.com Korea Limited, incorporated in South Korea.] [I, Tao Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Alex Ho, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2009 and results of operations of the Company for the year ended December 31, 2009. Tao Wang Chief Executive Officer February 26, 2010 EX-13.1 7 dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2009 and results of operations of the Company for the year ended December 31, 2009. Alex Ho Chief Financial Officer February 26, 2010 EX-13.2 8 dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-161727) of Changyou.com Limited of our report dated February 26, 2010 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting which appears in this Form 20-F. PricewaterhouseCoopers Zhong Tian CPAs Limited] [Letterhead of Haiwen & Partners February 26, 2010 Changyou.com Ltd. East Tower, JingYan Building, No. 29 Shijingshan Road, Shijingshan District, Beijing 100043 People’s Republic of China Consent of Haiwen & Partners Subject: Company Yours faithfully, Haiwen & Partners EX-15.2 10 dex152.htm CONSENT OF HAIWEN & PARTNERS]